Registration Statement – Securities for an Employee Benefit Plan — Form S-8 — SA’33
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-8 Registration Statement - Securities for an HTML 219K
Employee Benefit Plan
3: EX-5.1 Opinion of Counsel re: Legality HTML 10K
4: EX-23.1 Consent of Expert or Counsel HTML 6K
2: EX-FILING FEES Filing Fees HTML 17K
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type
Security Class Title
Fee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per Unit
Maximum Aggregate Offering Price
Fee Rate
Amount of Registration Fee
Equity
Common Stock, par value $0.0001 per share
Other
1,144,339(2)
$78.52(3)
$89,853,498.28
$0.00011020
$9,901.86
Equity
Common
Stock, par value $0.0001 per share
Other
105,661(4)
$78.52 (3)
$8,296,501.72
$0.00011020
$914.27
Total Offering Amounts
$98,150,000.00
$10,816.13
Total Fee Offsets
-
Net
Fee Due
$10,816.13
(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”), that become issuable under the PriceSmart, Inc. Amended and Restated 2013 Equity Incentive Award Plan, as amended (the “2013 Plan”), by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or other similar transaction that result in an increases in the number of the
Registrant’s outstanding shares of Common Stock.
(2)Represents additional shares of Common Stock reserved for issuance under the 2013 Plan as of the date of this Registration Statement.
(3)Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on August 21, 2023.
(4)Represents shares of Common Stock issued pursuant to or underlying restricted stock awards, restricted stock units and performance stock units granted to the Selling Stockholders pursuant to the 2013 Plan as of the date of this Registration Statement.
